Date 4 October 2010
Re:
Amendment to Tender Offer Form of Sino-Thai Resources Development Public Company Limited by Mr.
Ummarit Klomchitcharoen and Mr. Phiphat Ratchakitprakarn
To:
Shareholders
Sino-Thai Resources Development Public Company Limited
CC:
1. Managing Director
Sino-Thai Resources Development Public Company Limited
2. Secretary General
The office of the Securities and Exchange Commission
As Mr. Ummarit Klomchitcharoen and Mr. Phiphat Ratchakitprakarn (the “Offerors”) have jointly made a Tender
Offer of Sino-Thai Resources Development Public Company Limited (“STRD”) and have already submitted the Tender
Offer Form at 20 September 2010, the Offerors would like to amend some parts in Tender Offer Form as follows:
1. Amend the statement in Part 1, Clause 12, Source of funds to finance the Tender Offer and Part 2, Clause 5.2,
Source of funds to finance the Tender Offer
Cancel the existing statements:
“The number of the remaining shares that the Offerors offer to purchase in the tender offers is 14,784,465 shares,
representing 73.92 percent. With the Offer Price at THB 1.50 per share, the Offerors require to use the total fund of
THB 22,176,697.50 to settle with the Offeree, in case that all shareholders accept the Offer. The source of funds for
the tender offer will come from the Offerors’ internal source of funds. Since Mr. Phiphat Ratchakitprakarn will be
acting as a fund supporter for Mr. Ummarit Klomchitcharoen in the tender offer, he has presented a certificate of bank
deposits issued by Bangkok Bank Public Company Limited dated 7 September 2010, stating a balance of THB
25,010,000 (Details are given in Attachment A). The Offerors will use this fund to purchase ordinary shares and NonVoting Depository Receipts (NVDRs) from all existing shareholders of the Company.
I V Global Securities Public Company Limited, in the capacity of the Tender Offer Preparer, has reviewed the
Offerors’ source of funds and considered that the Offerors have sufficient funds for the purpose of the tender offer.”
Page1From10
And use the following statements instead:
“The number of the remaining shares that the Offerors offer to purchase in the tender offers is 14,784,465 shares,
representing 73.92 percent. With the Offer Price at THB 1.50 per share, the Offerors will require funds totaling THB
22,176,697.50 to settle with the Offeree, in the event that all shareholders accept the Offer. The source of funds for the
tender offer will come from the Offerors’ internal source of funds. Since Mr. Phiphat Ratchakitprakarn a financial
supporter for Mr. Ummarit Klomchitcharoen in the tender offer, he has presented a certificate of bank deposits issued
by Bangkok Bank Public Company Limited dated 7 September 2010, stating a balance of THB 25,010,000 (Details are
given in Attachment A). The Offerors will use this fund to purchase ordinary shares and Non-Voting Depository
Receipts (NVDRs) from all existing shareholders of the Company.
Even though the joint venture agreement between Mr. Ummarit Klomchitcharoen and Mr. Phiphat
Ratchakitprakarn states that after this Tender Offer, Mr. Phiphat Ratchakitprakarn will hold no more than 35
percent of the Company’s paid-up capital but Mr. Phiphat Ratchakitprakarn will all the use of the funds stated
above for settlement of shares to the Offerees and determine the final share holding between Mr. Ummarit
Klomchitcharoen and himself later on. I V Global Securities Public Company Limited, in the capacity of the Tender
Offer Preparer, has reviewed the Offerors’ source of funds and considered that the Offerors have sufficient funds
for the purpose of the tender offer.”
2. Add the statement in Part 2, Clause 1.2.1.1, page 6, the details are as following:
“Mr. Ummarit Klomchitcharoen graduated with a bachelor degree of Business Administration and Marketing from
Assumption University.”
3. Add the statement in Part 2, Clause 1.2.1.2, page 7, the details are as following:
“Mr. Phiphat Ratchakitprakarn graduated with a bachelor degree of Political Science from Ramkhamhaeng
University. Mr. Phiphat Ratchakitprakarn is an investor who is interested in investing in businesses that should
generate good returns such as the business restructuring plan of Mr. Ummarit Klomchitcharoen. Mr. Phiphat
Ratchakitprakarn and Mr. Ummarit Klomchitcharoen knew each othe through business contacts and Mr. Phiphat
Ratchakitprakarn is willing to subsidize for this Tender Offer,”
4. Amend the statement in Part 2, Clause 5.4, Page 11, the details are as following:
Cancel the existing statements:
“5.4 Other necessary information
- None -”
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And use the following statements instead:
“5.4 Other necessary information
If the Extra Ordinary General Meeting of Shareholders No. 1/2010 held on 19 November 2010 does not approve the
investment in a Satellite Television Business by acquiring the right to manage and/or produce television program and/or
conduct a co-production agreement with a co-producer of television programs for 8 satellite television channels for 10
years from M V Television (Thailand) Company Limited, which is not a related person, the Offerors still continue to seek
the business relating to media and entertainment with potential including a satellite TV business as a major business of
the Company in order that the Company’s securities shall return trading in main board again. Presently the Offerors do
not have any studies in other business other than satellite TV business,”
5. Amend the statement in Part 3, Clause 1.3.1, Page 14, the details are as following:
Cancel the existing statements:
“1.3.1. List of the Company’s major shareholders as at 9 April 2010
No. Name of the Shareholders
No. of shares
1/
1
Mrs. Suladda Assawaprayukkul
5,481,000
2
Mr. Kitti CheewaKittikul 2/
4,277,700
3
Mrs. Kanjana Mana-thumpaiboon3/
4,200,000
4
Miss Pattama Patchaisomboon
918,900
5
Mr. Sorawich Boonbandit
766,000
6
Mr. Somphon Trakulrung
691,435
7
Mr. Chuankid Charoenwitworakul
556,952
8
Mr. Sattra Jetwarapong
505,235
9
Miss Manaporn Jirasing
484,100
10 Mr. Punn Kasemsub
180,000
11 Other shareholders
1,938,678
Total
20,000,000
%*
27.41
21.39
21.00
4.59
3.83
3.46
2.78
2.53
2.42
0.90
9.69
100.00
Source: Thailand Securities Depository Co., Ltd
Remarks: * The proportion of shares held per the Company’s issued and paid up shares capital and voting rights
1/
According to Form 246-2 posted on www.sec.or.th on 23 December 2009, Mrs. Suladda reported that she had
sold 2,000,000 shares.
2/
According to Form 246-2 posted on www.sec.or.th on 23 December 2009, Mr. Kitti reported that he had sold
1,200,000 shares.
3/
According to Form 246-2 posted on www.sec.or.th on 9 September 2009, Mrs. Kanjana reported that she had
sold 800,000 shares.
Later on the Offerors bought the Company’s shares of 5,215,535 shares on 8 September 2010. Therefore,
the shareholding structure has already changed from table above. By adjusting the list of shareholders
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dated 9 April 2010 with the Offerors’ share purchase and with remarks 1/ - 3/ of the table above, the
current shareholder structure is estimated to be as the following
No. Name of the Shareholders
No. of shares
%*
1
Mr. Ummarit Klomchitcharoen
5,215,535
26.08
2
Mrs. Suladda Assawaprayukkul
3,481,000
17.41
3
Mr. Kitti CheewaKittikul
3,077,700
15.39
4
Miss Pattama Patchaisomboon
918,900
4.59
5
Mr. Sorawich Boonbandit
766,000
3.83
6
Mr. Chuankid Charoenwitworakul
556,952
2.78
7
Other shareholders
5,983,913
29.06
Total
20,000,000
100.00
Remarks:
* The proportion of shares held per the Company’s issued and paid up shares capital and voting rights”
And use the following statements instead:
“1.3.1. List of the Company’s major shareholders as at 15 September 2010
No. Name of the Shareholders
No. of shares
1
Mr. Ummarit Klomchitcharoen
5,215,535
2
Mrs. Suladda Assawaprayukkul
3,481,000
3
Mr. Kitti CheewaKittikul
3,077,700
4
Miss Pattama Patchaisomboon
918,900
5
Miss Thanaphat Thummarith
800,000
6
Mr. Chaiyuth Chansuthikanok
800,000
7
Mr. Teerayuth Hrianchaiyuth
800,000
8
Mr. Thanawat Sakulsombath
800,000
9
Mr. Sorawich Boonbandit
766,000
10 Mr. Chuankid Charoenwitworakul
556,952
11 Other shareholders
2,783,913
Total
20,000,000
%*
26.08
17.41
15.39
4.59
4.00
4.00
4.00
4.00
3.83
2.78
13.92
100.00
Remarks: * The proportion of shares held per the Company’s issued and paid up shares capital and voting rights
1/ According to Form 246-2 posted on www.sec.or.th on 23 December 2009, Mrs. Suladda reported that she had
sold 2,000,000 shares.
Page4From10
6. Amend the statement in Part 3, Clause 1.3.2, Page 14, the details are as following:
Cancel the existing statements:
“After the Tender Offer, the Offeror will be holding more shares which are sold in the tendered offers, in addition to
the number stated in 1.3.1.”
And use the following statements instead:
“After the Tender Offer, the Offeror will be holding more shares which are sold in the tendered offers, in addition to
the number stated in 1.3.1. Mr. Ummarit Klomchitcharoen who is about to be an executive of the Satellite TV
Business will hold more shares than Mr. Phiphat Ratchakitprakarn regardless of the Offerees.”
7. Add the statement in Part 3, Clause 1.4.1, Page 15, the details are as following:
“Mr. Ummarit Klomchitcharoen is a director who is representing the major shareholders, the Offerors”
8. Amend the statement in Part 3, Clause 1.4.2, Page 15, the details are as following:
Cancel the existing statements:
“1.4.2 After the completion of the Tender Offer
The Offerors are now in the process of determining the appropriate structure of the Company’s new Board of
Directors. After the Tender Offer, there might be some changes in the Board of Directors to make it in line more with
the new business as aforementioned. However, the new Board of Directors must comply with the law, rules and
regulations of the SEC and the SET regarding the number of and the proportion of both the independent directors and
the audit committee.”
And use the following statements instead:
“1.4.2 After the completion of the Tender Offer
The Offerors are now in the process of determining the appropriate structure of the Company’s new Board of
Directors. After the Tender Offer, there might be some changes in the Board of Directors to make it in line more with
the new business as aforementioned. The Offerors will consider nominating representatives as director of the
Company proportionate to their shareholdings (excluding the portion of independent director). However, the new
Board of Directors must comply with the law, rules and regulations of the SEC and the SET regarding the number of
and the proportion of both the independent directors and the audit committee.”
Page5From10
9. Amend the statement in Part 3, Clause 2.2, Page 16, the details are as following:
Cancel the existing statements:
“2.2 Policies and plans of business operations
Upon the completion of the tender offer, the Offerors have a policy to replace the existing core business of the Company with a
new business that can generate a more sustainable income to the Company. Initially, it is now in the process of studying for the
Company to acquire a media and entertainment business. Moreover, the Offerors may consider to literally divesting existing
operating assets of the Company. In the execution of both the assets acquisition and disposition, the Offerors must comply with
the SEC’s and the SET’s rules and regulation regarding the assets acquisition and disposition. If the transactions are considered
as a connected transaction, the Offerors must also comply with rules and regulations concerning the connected transaction and
backdoor listing, whichever are mandatory. Execution of the aforementioned plans may occur within the 12 months from the
ending of this tender offer.
Mr. Ummarit Klomchitcharoen proposed the business restructuring plan relating to the investment in Satellite TV
Business totaling 8 stations to the Company and the Meeting of Board of Directors No. 7/2010 on 9 September 2010
(the date on which the Offerors submitted the statement of intention (Form 247-3) to the Office of the SEC) and the
Meeting of Board of Directors resolved to approve the investment in Satellite TV Business by acquiring the right to
manage and/or produce television program and/or conduct a co-production agreement with a co-producer of television
programs for 8 satellite television channels for 10 years from M V Television (Thailand) Company Limited, which is not a
related person, and then propose to the Extra Ordinary General Meeting of Shareholders No. 1/2010 held on 19 November
2010 in order to consider the approval (the information of the transaction is as disclosed by the Company to the ELCID
system of the Stock Exchange of Thailand on 10 September 2010).
Other than what have already been mentioned above, the Offerors have no plan to substantially change other policies,
including the conditions of employment or dividend policy of the Company within the 12 months from the ending
period of this tender offer.”
And use the following statements instead:
“2.2 Policies and plans of business operations
Upon the completion of the tender offer, the Offerors have a policy to replace the existing core business of the Company with a
new business that can generate a more sustainable income to the Company. Initially, it is now in the process of studying for the
Company to acquire a media and entertainment business. Moreover, the Offerors may consider to literally divesting existing
operating assets of the Company. In the execution of both the assets acquisition and disposition, the Offerors must comply with
the SEC’s and the SET’s rules and regulation regarding the assets acquisition and disposition. If the transactions are considered
as a connected transaction, the Offerors must also comply with rules and regulations concerning the connected transaction and
backdoor listing, whichever are mandatory. Execution of the aforementioned plans may occur within the 12 months from the
ending of this tender offer.
Mr. Ummarit Klomchitcharoen proposed the business restructuring plan relating to the investment in Satellite TV
Business totaling 8 stations to the Company and the Meeting of Board of Directors No. 7/2010 on 9 September 2010
Page6From10
(the date on which the Offerors submitted the statement of intention (Form 247-3) to the Office of the SEC) and the
Meeting of Board of Directors resolved to approve the investment in Satellite TV Business by acquiring the right to
manage and/or produce television program and/or conduct a co-production agreement with a co-producer of television
programs for 8 satellite television channels for 10 years (the Company has a right to submit the letter of renewal for an
additional 10 years with the pricing to be negotiated at a later date) from M V Television (Thailand) Company Limited
belonging to the Thaveepvoradej Family, which are not related persons. In acquiring this Right, the Company has
to pay 2 portions of compensation to M V Television Company Limited. The first portion is the right to manage
and/or produce television program and/or conduct a co-production agreement with a co-producer of television programs
for 8 satellite television channels for 10 years totaling THB 40 million and the Company will use internal cash flow of the
Company expected to be enough for the settlement. In case that the source of funds is not enough, the Company will
consider funding from the Offerors who are willing to provide loans in the amount of THB 10 million each, and not
exceeding THB 20 million in total, with the fixed interest rate of 5 percent and a payment term within 1 year. The second
portion is a monthly payment for THB 600,000 per station per month throughout the contract period. The Company will
use the cash flow from operation of such business to pay for the monthly payment. The Board of Directors resolved to
propose this agenda to the Extra Ordinary General Meeting of Shareholders No. 1/2010 held on 19 November 2010 in order
to consider the approval (the information of the transaction is as disclosed by the Company to the ELCID system of the Stock
Exchange of Thailand on 10 September 2010 including the later amendment).
The Company has the intention to dispose of non-operating assets and is evaluating a proposal of the Buyer, which
is not a related person to purchase the assets relating to the quarry, which is consistent with the policies of the
Offerors to dispose of all existing non-related assets as soon as possible. The Offerors have already consented the
Company to enter into the transaction and informed the Company on 21 September 2010. The Offerors shall not
use this issue as an excuse for the cancellation of the Tender Offer.
For the policy of the financial structure, if the meeting of shareholders resolved to approve the investment in
satellite TV business and the Company does not have enough cash flow for the investment, the Company may
borrow the money for the remaining amount from the Offerors with the credit limit not exceeding THB 20 million
with the fixed interest rate of 5 percent per annum. In this case, the Company will have the accountability for the
interest expense including the provision of shareholders loan. However, if the Company is able to dispose of the
non-operating assets, the Company will have the additional cash flow for the investment in satellite TV business so
that the Company does not have to borrow the money from the Offerors and the Offerors expect the credit line from
the financial institution to remains the same. In addition, at this point in time, the Offerors have no plan about fund
raising by issuing newly issued ordinary shares, however if it is necessary for the Company to raise fund by issuing
newly issued ordinary shares, the Company has to comply with laws relating to the securities and exchange and
rules, regulations and notification of the Securities and Exchange Commission and the Stock Exchange of
Thailand.
Page7From10
Other than what have already been mentioned above, the Offerors have no plan to substantially change other policies,
including the conditions of employment or dividend policy of the Company within the 12 months from the ending
period of this tender offer.”
10. Amend the statement in Part 3, Clause 2.3.2, Page 16, the details are as following:
Cancel the existing statements:
“2.3.2 After the Tender Offer
From the Offerors’ plans in acquiring a new core business that may have some relationships with the Offerors and
in disposing of the Company’s assets using in the existing core business that may have the existing shareholders
as a counter party, there might be some substantial connected transactions occurring after the tender offer.
However, the Company adhere the policy to treat any related transactions in the ordinary course of business and
for the maximum benefits to the Company’s shareholders. Moreover, the Company’s audit committee and
external auditors or independent experts will be asked to consider and to give an opinion on the fairness of the
price and the appropriateness of the transaction for all material related transaction. The Company’s Board of
Directors will ensure that all related transactions are in compliance with the Company’s rules and relevant laws
and regulations, including all disclosure requirements.”
And use the following statements instead:
“2.3.2 After the Tender Offer
According to the Company’s Board of Directors No. 7/2010 on 9 September 2010 that resolved to approve the
investment in satellite TV totaling 8 stations as described in Part 3, Clause 2.2 and proposed this agenda for
approval from the meeting of shareholders to held on 19 November 2010. If the meeting of shareholders
approves this investment plan, it will result in the Company to be the counterparty with the co-producers
totaling 8 stations, which will be operated by the Company instead of M V Television Company Limited. In any
event, one of the co-producers, which will be a counterparty of the Company, is World Entertainment Network
Company Limited, which is the co-producers of 3 out of 8 stations presently and has Mr. Ummarit
Klomchitcharoen (one of the Offerors, presently Mr. Ummarit Klomchitcharoen is a director and major
shareholder of the Company with the shares portion of 26.08 percent) as a director and a shareholder of such
a company. In addition, to ensure that the Company will have enough source of funds for the transaction, both
of the Offerors offered to subsidize the Company in the amount of THB 10 million for each person totaling
THB 20 million, hence both transactions are the connected transactions between the Company and the
Offerors.
The signing of co-production agreements with World Entertainment Network Company Limited having the
transaction size equals to THB 110.00 million or 181.28 percent of net total assets of the Company as per the
consolidated financial statement as at 30 June 2010 and the receiving of financial support from the Offerors
having the transaction size equals to THB 20 million or 32.96 of net total assets of the Company as per the
Page8From10
consolidated financial statement as at 30 June 2010. Hence both transactions will be considered as the
connected transaction with a material size requiring the Company to receive the approval form the meeting of
shareholders before entering the transaction regarding the Notification of the Stock Exchange of Thailand No.
Bor.Jor./Por. 22-01 Re: Disclosure of Information and Other Acts of Listed Companies Concerning the
Acquisition and Disposition of Assets A.C. 2004. Hence, the shareholders must consider these 2 issues as that
of the investment in satellite TV business. The Company will propose this agenda for the approval form the
Extra Ordinary General Meeting of Shareholders No. 1/2010 on 19 November 2010 (the information of the
transaction is as disclosed by the Company to the ELCID system of the Stock Exchange of Thailand on 10
September 2010 including the later amendment).
If the meeting of shareholders resolved to approve this transaction, there might be some substantial connected
transactions occurring after the tender offer from the Offerors’ plans consisting of an acquiring of a new core
business, that may have some relationships with the Offerors and a receiving of financial support from the
Offerors as described above. However, the Company adhere the policy to treat any related transactions in the
ordinary course of business and for the maximum benefits to the Company’s shareholders. Moreover, the
Company’s audit committee and external auditors or independent experts will be asked to consider and to give an
opinion on the fairness of the price and the appropriateness of the transaction for all material related transaction.
The Company’s Board of Directors will ensure that all related transactions are in compliance with the Company’s
rules and relevant laws and regulations, including all disclosure requirements.
11. Amend the statement in Part 4, Clause 3.3, Page 20, the details are as following:
Cancel the existing statements:
“3.3 To deliver check via registered mail as per the address specified in the Tender Offer Acceptance Form
The Tender Offer Agent will send the cheque by registered mail to the Offeree’s address as stated in the Tender Offer
Acceptance Form.”
And use the following statements instead:
“3.3 -None-”
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To be informed
The Offerors
-Mr. Ummarit Klomchitcharoen(Mr. Ummarit Klomchitcharoen)
-Mr. Phiphat Ratchakitprakarn(Mr. Phiphat Ratchakitprakarn)
The Tender Offer Preparer
- Sriporn Sudthipongse(Mrs. Sriporn Sudthipongse)
President and CEO
I V Global Securities Public Company Limited
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